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CONFIDENTIAL

XXXXX (NAME OF THE COMPANY)

Seed Financing

$750,000

Common Stock

TERM SHEET

August 2008

The intent of this document is to describe, for negotiation purposes only, some key terms of the
proposed agreement between XXXXX (“Investor”) and XXXXX (the “Company”). This document is not
intended to be a binding agreement between Investor and the Company with respect to the subject
matter hereof, except for the paragraph immediately below regarding confidentiality. A binding
agreement will not occur unless and until all necessary corporate approvals have been obtained and the
parties have negotiated, approved, executed and delivered the appropriate definitive agreements.
Until execution and delivery of such definitive agreements, both parties shall have the absolute right to
terminate all negotiations for any reason without liability therefore.

Confidentiality
The terms and conditions described in this Term Sheet including its existence shall be confidential
information and shall not be disclosed to any third party. If either party determines that it is required
by law to disclose information regarding this Term Sheet, it shall, a reasonable time before making any
such disclosure or filing, consult with the other party regarding such disclosure or filing and seek
confidential treatment for such portions of the disclosure or filing as may be requested by the other
party.

Amount of Investment: $500,000 at $250 per share of Common Stock in the Company at a pre-money
valuation of $1,500,000. (A $500,000 investment in the Company would yield
post-investment total shares equal to 25.00% of the Company’s equity on an as-
converted, fully-diluted basis.) The Company may raise up to $750,000 in total
investment.

Subscription The investment would be made pursuant to a Subscription Agreement


Agreement: reasonably acceptable to the Company and Investor (the "Agreement"). The
Agreement would contain, among other things, customary representations,
warranties and covenants of the Company, the provisions set forth herein, and
appropriate conditions of closing. The Investor would also agree to be bound by
the Company’s Stockholders’ Agreement.

Closing Date: The closing of the Seed Round will be on or before September 1, 2008. The
Company may offer stock options according to a schedule to be adopted by
investors that execute a binding purchase agreement prior to such date.

Seed Round Term Sheet


CONFIDENTIAL

Terms:

Disbursement: Full amount of US$[XXXXX] would be disbursed at closing.

Dilution: The Company could at any time, without the consent of the Investor, issue and
sell additional warrants or shares of its stock, subject to the right of the Investor
to purchase up to the Investor’s pro rata share of any bona fide offering.

Transferability: The Investor, at its cost, may transfer the Common Stock, subject to a right of
first refusal exercisable by Company for 30 days, compliance with the securities
laws, and provided that Investor does not transfer the Common Stock to a direct
competitor of Company’s without the prior permission of Company and subject
to the terms of the Stockholder’s Agreement.

Covenants: The Investor shall make customary covenants and representations regarding
investment in the Company. In addition to other customary covenants by the
Company, the Agreement would include that the Company would use the
proceeds for any corporate purpose. Either party, as the case may be, would
indemnify the other party for any breach of the covenants or representations.

Information Rights: The Company will deliver (via email) annual financial statements. The obligation
of the Company to furnish such information will terminate at such time as the
Company consummates an IPO or becomes subject to the reporting provisions of
the Securities Exchange Act of 1934.

Tag-Along/Drag Along: The Investor will have the right to sell up to the Investor’s pro rata share in any
bona fide sale proposed by the Company’s founder, on customary terms. The
company’s founder will the right to require the sale of all of the Investor’s shares
in any bona fide sale of control of the Company, on customary terms.

Venue: The Agreement would be subject to arbitration to be held in Santa Clara County,
California, and construed under the laws of the State of California.

Notice:
_______________________
If to the Company:
c/o ____________________
_______________________
_______________________
(___) __________________
(___) __________________ (FAX)

If to Investor: _______________________
c/o ____________________
_______________________
_______________________
(___) __________________
(___) __________________ (FAX)

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CONFIDENTIAL

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